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19.1. Each Party shall:
19.1.1. only use Confidential Information to the extent that it is necessary under this Agreement;
19.1.2. maintain confidential all Confidential Information that it may acquire in any manner; and
19.1.3. procure that each Employee complies with similar obligations of confidentiality as set out in this Agreement.
19.2. The restrictions in this Agreement on any Party will not apply to any Confidential Information which:
19.2.1. is disclosed or used on the other Party’s instructions or with the other Party’s express or implied consent;
19.2.2. is or becomes generally known to the general public through no act or default on such Party’s part, provided that information will not be deemed to be generally available to the public by reason only that it is known to only a few of those people to whom it might be of commercial interest, and a combination of two or more parts of the Confidential Information will not be deemed to be generally available to the public or the industry by reason only of each separate part being so available;
19.2.3. was already in the possession of such Party and at its free disposal before the disclosure was made by the other Party to such Party, or after the termination of this Agreement;
19.2.4. is hereafter disclosed to such Party without any obligations of confidence by a Third Party who has not derived it directly or indirectly from the other Party;
19.2.5. such Party is legally required to disclose by any applicable law or by the order of a court of competent jurisdiction or by a recognised stock exchange, government, department or agency or other bona fide regulatory body entitled at law to require the disclosure of such information, and in such a case such Party shall to the fullest extent permitted by law notify the other Party of such disclosure or requirement for disclosure (as the case may be) as soon as it becomes aware of the same and shall co-operate with the other Party to take reasonable steps to preserve the confidentiality of such Confidential Information; or
19.2.6. is disclosed by such Party to its professional advisers (such as solicitors) and Employees provided that any such person the information is disclosed to is bound by an obligation of confidentiality not less onerous than that set out in this Agreement.
19.3. In order to protect the confidentiality of the Confidential Information, each Party shall:
19.3.1. keep separate the Confidential Information and all information generated by the other Party based thereon from all documents and other records of such Party;
19.3.2. allow access to the Confidential Information to its Employees on a need-to-know basis only and subject to such Party informing each Employee of the confidential nature of the Confidential Information and of the obligations on such Party in respect thereof;
19.3.3. make copies of the Confidential Information only to the extent that the same is strictly required for the Services; and
19.3.4. on request of the other Party deliver up to the Customer or destroy all documents and other material in the possession, custody, or control of such Party that bear or incorporate any part of the Confidential Information.
19.4. Each Party acknowledges that unless otherwise expressly agreed between the Parties, all rights, title, and interest in Confidential Information remains with the Party owning it as at the Agreement Date.
19.5. This Clause will survive the termination of this Agreement.
84 Genting Lane
Axxel Innovation Centre
Singapore 349584 > Map
No 2, Jalan Mawar, Sinar Serdang, Industrial Park,
Taman Perindustrian Bukit Serdang,
43300 Seri Kembangan, Malaysia